13.3 POWER OF ATTORNEY:

 Lessee hereby appoints Lessor as the attorney-in-fact of Lessee,
 with full authority in the place and stead of Lessee and in the name
 of Lessee or otherwise, for the purpose of carrying out the
 provisions of this Agreement in accordance with the terms and
 conditions hereof and taking any action and executing any instrument
 that Lessor may, acting reasonably, deem necessary or advisable to
 accomplish the purposes hereof (including, but not limited to, the
 return of the Aircraft and, upon termination or cancellation of this
 Agreement, the removal of this Agreement from public records);
 provided, however, that Lessor may only take action or execute
 instruments under this Clause 13 after an Event of Default has
 occurred and while it is continuing. Lessee hereby declares that the
 foregoing powers are granted for valuable consideration, constitute
 powers granted as security for the performance of the obligations of
 Lessee hereunder and are coupled with an interest and shall be
 irrevocable. Without limiting the generality of the foregoing or any
 other rights of Lessor under this Agreement, upon the occurrence and
 during the continuation of an Event of Default, Lessor shall have
 the sole and exclusive right and power to (i) settle, compromise,
 adjust or defend any actions, suits or proceedings relating to or
 pertaining to the Engine, any Part or this Agreement (other than
 suits between the parties hereto) and (ii) make proof of loss,
 appear in and prosecute any action arising from any policy or
 policies of insurance maintained pursuant to this Agreement, and
 settle, adjust or

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